What is the difference between articles of incorporation and articles of organization?

Articles of incorporation create a corporation (C-Corp or S-Corp). Articles of organization create an LLC. Both are filed with the Secretary of State and serve the same purpose — legally establishing the business entity. The information required is similar, but corporations also specify authorized shares of stock.

How much does it cost to file articles of incorporation?

State filing fees range from $50 (several states) to $500 (Massachusetts). Most states charge $50–$200. Delaware is $89 for standard filing. Additional costs may include expedited processing ($25–$150) and required legal notices.

Can I file articles of incorporation myself?

Yes. The form is straightforward — typically one page of basic information. Most states offer online filing. However, corporations are more complex than LLCs (bylaws, stock issuance, board meetings), so consulting an attorney is recommended if you're uncertain about corporate formalities.

Articles of Incorporation: What They Are, How to File & What to Include (2026)

Articles of incorporation is the document you file with the state to legally create a corporation. It’s the corporate equivalent of an LLC’s articles of organization.

Quick answer: File articles of incorporation with your state’s Secretary of State to create a C-Corp or S-Corp. Include: corporate name, registered agent, authorized shares, incorporator name, and business purpose. Cost: $50–$500 depending on state. Processing: 1–10 business days (online).

Articles of Incorporation at a Glance

Detail	Info
Also called	Certificate of Incorporation (Delaware, some states), Corporate Charter
Purpose	Legally creates a corporation
Filed with	Secretary of State (or equivalent)
Cost	$50–$500 (state dependent)
Processing time	1–10 business days (online)
Entity types	C-Corp, S-Corp
Public record	Yes

What to Include

Required Field	Details
Corporate name	Must include “Corporation,” “Incorporated,” “Company,” “Inc.,” “Corp.,” or “Co.”
Registered agent	Name and physical address in the state
Authorized shares	Number of shares the corporation can issue
Par value per share	Nominal value per share (can be $0.001, $0.01, or no par value)
Business purpose	“Any lawful business” (general) or specific purpose
Incorporator	Name and address of person filing
Principal office address	Business address
Effective date	Filing date or future date

Optional Provisions (Common Additions)

Provision	Details
Indemnification	Corporation protects directors from personal liability for business decisions
Preemptive rights	Existing shareholders get first option to buy new shares
Director liability limitation	Limits director personal liability (allowed in most states)
Stock classes	Defines common stock, preferred stock, voting rights
Board size	Initial number of directors
Duration	Perpetual (standard) or fixed term

Authorized Shares: How Many to Authorize

Scenario	Recommended Shares	Par Value
Simple small corporation	10,000 shares	$0.001 or no par
Corporation planning to raise money	10,000,000 shares	$0.0001 or $0.001
Delaware C-Corp (standard VC setup)	10,000,000 shares	$0.00001
S-Corp (single class only)	10,000–100,000 shares	$0.001 or no par

Why authorize more than you’ll issue:

Reserves shares for future investors
Allows employee stock option plans
Avoids needing to amend articles later (which costs money)

Watch out for Delaware franchise tax: Delaware’s franchise tax can be calculated based on authorized shares. Authorizing too many shares without the “assumed par value” method can result in a large tax bill.

Filing Fees by State

State	Filing Fee	Expedited Available
California	$100	Yes ($350 same-day)
Texas	$300	Yes ($25 for 24-hour)
Florida	$70	No
New York	$125	Yes ($25–$150)
Delaware	$89	Yes ($50–$1,000)
Wyoming	$100	Yes
Nevada	$75	Yes
Illinois	$150	Yes
Ohio	$99	Yes
Georgia	$100	Yes
Colorado	$50	Yes
Michigan	$50	Yes
Pennsylvania	$125	Yes
Massachusetts	$275	Yes
Washington	$180	Yes

Articles of Incorporation vs. Articles of Organization

Feature	Articles of Incorporation	Articles of Organization
Entity type	Corporation (C-Corp/S-Corp)	LLC
Stock/shares	Specifies authorized shares	No shares (membership interests)
Management	Board of directors + officers	Member-managed or manager-managed
Following document	Corporate bylaws	Operating agreement
Liability protection	Yes	Yes
Tax treatment	C-Corp (default) or S-Corp (election)	Disregarded/partnership (default) or S-Corp
Ongoing formalities	Annual meetings, minutes, resolutions	Less formal (state-dependent)

After Filing: Next Steps

Step	When	Details
1. Adopt corporate bylaws	Within days of incorporation	Internal rules for governance
2. Hold organizational meeting	First board meeting	Elect officers, adopt bylaws, authorize stock
3. Issue stock certificates	At organizational meeting	To founders and initial shareholders
4. Get an EIN	Same day	Free at irs.gov
5. Open bank account	After EIN	Corporate checking account
6. File S-Corp election (if applicable)	Within 75 days of incorporation	Form 2553 with IRS
7. Set up corporate records book	First month	Store bylaws, minutes, stock ledger
8. Apply for licenses/permits	As needed	Business license, industry permits

Corporate Bylaws Overview

Bylaws are adopted after incorporation — they govern how the corporation operates.

Bylaw Section	What It Covers
Shareholder meetings	Annual meeting, special meetings, quorum, voting
Board of directors	Number, election, terms, vacancies, committees
Officers	Titles, duties, election, removal
Stock	Classes, issuance, transfers, certificates
Dividends	Declaration process
Fiscal year	Start and end dates
Amendments	How bylaws can be changed
Indemnification	Protection for directors and officers
Records	What records to maintain

Corporate Formalities

Corporations require more ongoing formalities than LLCs:

Formality	Frequency	Why It Matters
Annual shareholder meeting	Annually	Elect directors, major decisions
Board meetings	Quarterly (standard)	Strategic decisions, authorize actions
Meeting minutes	Every meeting	Document decisions for legal protection
Written resolutions	As needed	Document major actions without full meeting
Stock ledger maintenance	Ongoing	Track ownership and transfers
Annual report	Annually (state)	Maintain good standing
Separate bank accounts	Always	Never commingle funds
Corporate signature block	All contracts	“John Smith, President, ABC Corp”

Common Mistakes

Mistake	Consequence
Authorizing too many shares in Delaware	High franchise tax
Not adopting bylaws	No governance rules, vulnerable to disputes
Skipping organizational meeting	Stock not properly issued, decisions undocumented
Not issuing stock to founders	Unclear ownership, IRS complications
Treating corporation like personal account	Piercing the corporate veil, losing liability protection
Missing S-Corp election deadline	Taxed as C-Corp for the year (double taxation)
Not keeping meeting minutes	Court may disregard corporate protections

Bottom Line

Articles of incorporation is a straightforward filing — typically one page of information and a $50–$300 fee. The complexity comes after incorporation: adopting bylaws, holding an organizational meeting, issuing stock, and maintaining corporate formalities. If you’re forming a simple small business, an LLC is usually easier. If you need to raise venture capital, offer stock options, or plan for an IPO, a C-Corp (usually in Delaware) is the standard choice.